| Form 990, Part VI, Section A, line 4 |
Significant changes were made to the Articles of Agreement and Bylaws during the year. The Articles of Agreement were amended as follows: Articles III and V were amended by replacing them in their entirety with amended Articles III and V. Additionally, Articles VI and VII were added to the Articles of Agreement. Amended/added articles are as follows: ARTICLE III-PURPOSE The Corporation is established exclusively for the charitable, scientific and educational purposes set forth herein, subject to the provisions of Chapter 292 of the New Hampshire Revised Statutes Annotated, RSA 292 and the provisions of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"). The principal purposes for which the Corporation is established are as follows: the operation and maintenance (i) of a general hospital in Keene, New Hampshire, for the surgical and medical care of the sick and injured, and (ii) of medical centers, health care centers, laboratories, clinics, and other medical, surgical, dental, educational, civic and research facilities in Keene and in other cities and towns; the advancement of the knowledge and practice of education and research in medicine, surgery, nursing and all other subjects relating to the care, treatment and healing of humans; the furtherance of (i) the quality and accessibility of health care services, particularly in (but not limited to) the Keene, Cheshire County, Southeastern Vermont and the Greater Monadnock region (collectively referred to as the "Monadnock Region"); (ii) the efficiency of utilization of health care facilities and services,; (iii) the reasonable containment of the cost of health care to the public; and (iv) the goals, initiatives, activities and interests of the integrated health care delivery system developed and conducted by the Sole Member of the Corporation as defined in Article V of these Articles, in coordination with its affiliates including the Corporation (referred to herein as the "Dartmouth-Hitchcock System"); and the improvement of public health in cooperation with federal, state, municipal, and other health departments and offices. All activities and functions of the Corporation shall be conducted in a manner which is consistent with the requirements of Section 501(c)(3) of the Code, including for such purposes the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Code, or corresponding section of any future federal tax code, the laws of the State of New Hampshire and the By-Laws of the Corporation. ARTICLE V-MEMBERSHIP The Sole Member of the Corporation shall be Dartmouth-Hitchcock Health ("DHH"), a New Hampshire voluntary corporation. DHH as Sole Member of the Corporation shall have all reserved powers, rights and obligations as set forth in the Corporation's Bylaws. ARTICLE VI-BYLAWS The procedures and policies for the internal governance of the Corporation shall be as set forth in the By-Laws. ARTICLE VII-LIMITATION OF LIABILITY The provisions eliminating or limiting the personal liability of Trustees or officers are: Each Trustee and officer shall be indemnified by the Corporation against personal liability to the Corporation for monetary damages for breach of fiduciary duty as a Trustee or officer, or both, except with respect to: (1) Any breach of the Trustee's or officer's duty of loyalty to the Corporation or the members; (2) acts or omissions which are not in good faith or which involve intentional misconduct or a knowing violation of the law; or (3) any transaction from which the Trustee or officer derived any improper personal benefit. The following changes to the Medical Center's bylaws were made during the tax period: 1. Dartmouth-Hitchcock Health, a New Hampshire voluntary corporation, replaced The Cheshire Health Foundation, as the sole member of The Cheshire Medical Center, with rights and powers over the following actions: -approve or disapprove all material governance, programmatic and financial decisions, including the elimination or addition of any health care services or programs; - appoint 1/3 of the members of the Medical Center's Board of Trustees; -ratify the Medical Center's nomination of 2/3's of the members of the Board of Trustees; -following consultation with the Medical Center's Chairperson of the Board, to remove any Trustee if the Sole Member determines in its reasonable good faith discretion that such removal is in the best interests of the Dartmouth-Hitchcock System; -approve borrowings and material disposition of the Medical Center's assets; -approve the establishment of key strategic relationships, such as ownership or contractual participation in a network, system, affiliation, joint venture, alliance, or similar arrangement with an organization that is not part of the Dartmouth-Hitchcock System or which is not addressed in a strategic plan specific to the Corporation that has been approved by the Sole member; -approve operating and capital budgets and strategic plans; -approve policies relating to educational and research programs and affiliations; -reallocate the assets and resources of the Medical Center and the Sole Member, as appropriate, to serve the overall best interests of the Dartmouth-Hitchcock System; -appoint, evaluate, terminate, and approve the compensation of the Medical Center's President and CEO; -approve the amendments to the Medical Center's Articles of Agreement or By-Laws if such amendment would have the effect of impacting the Sole Member's reserved powers or may reasonably be expected to have a material strategic, competitive, or financial impact on the Dartmouth-Hitchcock System; -approve the dissolution or liquidation of the Medical Center. 2. The Ex Officio Trustees with voting rights were changed from the President & CEO of the Medical Center, the President of the Medical Staff, and the Chair of the Keene Health Alliance Board to the CEO of the Medical Center, the Medical Director of Dartmouth-Hitchcock Keene, the President of the Corporation's Medical Staff, and the President of the Sole Member. 3. The clause "except that certain actions of the Board shall be subject to the requirements of the Partnership Agreement between the Center and The Hitchcock Clinic, etc.," was removed from the Duties and Responsibilities of the Trustees. 4. The Duties and Responsibilities of the Trustees were updated to remove "The Board of Trustees shall have full power and authority to create, prescribe, and/or approve Bylaws, Rules and Regulations regarding the practice of medicine in the Center and to appoint, suspend or remove any practitioner from the Medical Staff in accordance with such Bylaws, Rules and Regulations." 5. Article 3.6, which delineated some Trustee responsibilities as they related the Partnership Agreement with Keene Health Alliance, was struck from the bylaws. 6. The provision regarding compensation of Board members was changed from "The Board of Trustees may approve some form of compensation for Trustees as a whole, or for Trustees holding specific offices." to "The Board of Trustees shall serve as Trustees without compensation, except that reasonable expenses may be reimbursed as approved by the Board. Trustees may also be employed by the Corporation and compensated for their services as the Board may authorize." 7. "The Chairperson and the Vice Chairperson of the Board shall each be selected from the 2/3's of the Trustees nominated by the Medical Center," was added to the bylaws. 8. The responsibilities of the Chairperson were expanded to include, "The Chairperson may execute contracts, deeds, notes, mortgages, bonds and other obligations in the name of the Corporation." 9. The article describing the position of CEO was updated to read: "The Trustees shall select, employ, and contract with a person to be the CEO of the Corporation who shall have all the authority of such a position in a business corporation and who shall be an officer of the Corporation and shall be a full voting member of the Board of Trustees, ex officio. The CEO of the Corporation shall report jointly to the Board of Trustees of the Corporation and the CEO of the Sole Member's President shall have the right to terminate the CEO, following consultation with the Corporation's Chairperson of the Board of Trustees." 10. Article 6.3, "Nomination and Evaluation Processes of the CEO" was added to the bylaws: "All candidates for the position of CEO shall be nominated by a committee of the Corporation's Board of Trustees, of which the Chairperson of the Board of Trustees shall lead and the committee shall include representatives of the Dartmouth-Hitchcock System. The nomination process shall include the ability of the Sole Member's President or designee to interview any candidate for this position. Any candidate nominated by the committee must be approved by both the Corporation's Board of Trustees and the Sole Member's President. The evaluation of the CEO shall be con |
| Form 990, Part VI, Section A, line 6 |
The sole member of The Cheshire Medical Center is Dartmouth-Hitchcock Health, a New Hampshire voluntary corporation. |
| Form 990, Part VI, Section A, line 7a |
The sole member has the power to appoint 1/3 of the members of The Cheshire Medical Center's Board of Trustees |
| Form 990, Part VI, Section A, line 7b |
The sole member has the right to ratify The Cheshire Medical Center's nomination of 2/3 or the members of the Board of Trustees; remove Trustees after consultation with the Chaiperson of the Board; approve the dissolution or liquidation of The Cheshire Medical Center; appoint, evaluate, terminate, and approve the compensation of the President and CEO; and other governance decisions as outlined in the response to Form 990, Part VI-A, Line 4. |
| Form 990, Part VI, Section B, line 11 |
A copy of the Form 990 is made available for all Board members to review prior to filing. The Board has formally delegated review of the Form 990 to the Finance and Audit Committee. Committee members receive copies of the Form 990 and it is reviewed in a meeting prior to filing. |
| Form 990, Part VI, Section B, line 12c |
Officer, Board Members, and Key Employees annually disclose potential conflicts of interest and are required to recuse themselves from all Board activity related to all conflicts. |
| Form 990, Part VI, Section B, line 15a |
The Cheshire Medical Center/Dartmouth Hitchcock Keene has retained Yaffe & Company, Inc. to provide consultation to the Executive Committee of the Board of Trustees regarding executive compensation, benefits, and perquisites. Yaffe & Company, Inc. is an independent consulting firm with 35 years of service and provides services to not-for-profit hospitals and health systems. Further Yaffe & Company, Inc. has been engaged directly by the Board of Trustees of The Cheshire Medical Center through its Executive Committee to only provide services to the Board. An Executive Committee d/b/a Compensation Committee Charter and Compensation Philosophy (approved by the Board) documents the compensation review process and guidelines so as to provide an orderly structure for executive total compensation decisions. Annually, a multi-tiered approach using independent comparability data is utilized to gauge appropriate comparative market levels of compensation and benefits. An annual performance evaluation is based on subjective and objective criteria which flow from the strategic plan. By way of questionnaire, Board members participate in the performance review process and a summary report is shared with the CEO. Variable pay is awarded based on achievement of specific qualitative and quantitative goals. In conjunction with the Executive Committee, challenging and measurable goals are established for the Office of the President, which provide an alignment between executive compensation and achievement of the hospital's strategic goals. |
| Form 990, Part VI, Section C, line 19 |
The Organization makes governing documents, conflict of interest policy and financial statements available to members of the public upon request, through its annual report, and through state and federal filings. |
| Form 990, Part IX, line 11g |
Contract Labor: Program service expenses 12,046,926. Management and general expenses 0. Fundraising expenses 0. Total expenses 12,046,926. Physician/Medical Services: Program service expenses 5,630,576. Management and general expenses 0. Fundraising expenses 0. Total expenses 5,630,576. Other Purchased Services: Program service expenses 2,796,092. Management and general expenses 670,854. Fundraising expenses 0. Total expenses 3,466,946. Data Processing Fees: Program service expenses 2,131,001. Management and general expenses 511,282. Fundraising expenses 0. Total expenses 2,642,283. Outside Lab Fees: Program service expenses 977,655. Management and general expenses 234,565. Fundraising expenses 0. Total expenses 1,212,220. Consulting: Program service expenses 364,630. Management and general expenses 87,484. Fundraising expenses 0. Total expenses 452,114. |
| Form 990, Part IX, Column D: |
Fundraising Expenses: The Cheshire Health Foundation, a related organization, performs all fundraising activities on behalf of The Cheshire Medical Center. All fundraising expenses are reported on the Foundation's separate Form 990. |
| Form 990, Part XI, line 9: |
Application of Push Down Accounting 8,991,498. Pension Liability Adjustment -1,360,710. Transfer to Affiliates -460,309. |
| Form 990, Part XII, Line 2c: |
The audit process has not changed from the prior year. |
| Form 990, Part VIII-Part XI: |
The consolidated audited financial statements for The Cheshire Medical Center and subsidiaries report various revenue, expense, asset, and net asset amounts for the Medical Center inclusive of a related organization, Cheshire Health Services (EIN 43-3379283), which began operation on March 11, 2015. All revenue, expense, and balance sheet items related to Cheshire Health Services have been extracted from amounts reported for the Medical Center on this Form 990 and all accompanying schedules. Cheshire Health Services is a separate legal entity filing its own Form 990, and items related to it have been reported there. |
Attach to Form 990 or 990-EZ.